“BYLAWS OF UMANG
A CALIFORNIA PUBLIC BENEFIT CORPORATION”
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation for the transaction
of its business is located in Santa Clara County, California.
SECTION 2. CHANGE OF ADDRESS
The Board of Directors may change the principal office from
one location to another within and outside the named county
but only in California by noting the changed address and
effective date below, and such changes of address shall
not be deemed an amendment of these Bylaws:
____________________ Dated: __________, 19__
____________________ Dated: __________, 19__
____________________ Dated: __________, 19__
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places,
within or without the State of California, where it is qualified
to do business, as its business may require and as the board
of directors may, from time to time, designate.
ARTICLE 2
PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
UMANG’s mission is to serve the humanity and ensure
the socio-economic development of India by fulfilling the
basic needs of underprivileged people in India.
ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The corporation shall have not less than two (2) nor more
than five (5) directors, with the exact number to be fixed
within these limits by approval of the Board of Directors
in the manner provided in these Bylaws. These limits may
be changed by amendment of this Bylaw, or by repeal of this
Bylaw and adoption of a new Bylaw, as provided in these
Bylaws.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public
Benefit Corporation law and any limitations in the Articles
of Incorporation and Bylaws relating to action required
or permitted to be taken or approved by the members, if
any, of this corporation, the activities and affairs of
this corporation shall be conducted and all corporate powers
shall be exercised by or under the direction of the Board
of Directors.
SECTION 3. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively
or individually by law, by the Articles of Incorporation
of this corporation, or by these Bylaws;
(b) Supervise all officers of the corporation to assure
that their duties are performed properly;
(c) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporation
and notices of meetings mailed or telegraphed to them at
such addresses shall be valid notices thereof.
SECTION 4. TERMS OF OFFICE
Each director shall hold office until the next annual meeting
for election of the Board of Directors as specified in these
Bylaws, and until his or her successor is elected and qualifies.
SECTION 5. COMPENSATION
Directors shall serve without compensation except that they
shall be allowed and paid no payment authorized. In addition,
they shall be allowed reasonable advancement or reimbursement
of expenses incurred in the performance of their regular
duties as specified in Section 3 of this Article.
SECTION 6. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation
unless otherwise provided by the board or at such place
within or without the State of California which has been
designated from time to time by resolution of the Board
of Directors. In the absence of such designation, any meeting
not held at the principal office of the corporation shall
be valid only if held on the written consent of all directors
given either before or after the meeting and filed with
the Secretary of the corporation or after all board members
have been given written notice of the meeting as hereinafter
provided for special meetings of the board. Any meeting,
regular or special, may be held by conference telephone
or similar communications equipment, so as long as all directors
participating in such meeting can hear one another.
SECTION 7. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held on the first
Wednesday of each month at 8 o’clock PM, unless such
day falls on a legal holiday, in which event the regular
meeting shall be held at the same hour and place on the
next business day.
If this corporation makes no provision for members, then,
at the annual meeting of directors held on the first Wednesday
of January, directors shall be elected by the Board of Directors
in accordance with this section. Cumulative voting by directors
for the election of directors shall not be permitted. The
candidates receiving the highest number of votes up to the
number of directors to be elected shall be elected. Each
director shall cast one vote, with voting being by ballot
only.
SECTION 8. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called
by the Chairperson of the board, the President, the Vice
President, the Secretary, or by any two directors, and such
meetings shall be held at the place, within or without the
State of California, designated by the person or persons
calling the meeting, and in the absence of such designation,
at the principal office of the corporation.
SECTION 9. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice.
Special meetings of the board shall be held upon four (4)
days' notice by first-class mail or forty-eight (48) hours'
notice delivered personally or by telephone or telegraph.
If sent by mail or telegraph, the notice shall be deemed
to be delivered on its deposit in the mails or on its delivery
to the telegraph company. Such notices shall be addressed
to each director at his or her address as shown on the books
of the corporation. Notice of the time and place of holding
an adjourned meeting need not be given to absent directors
if the time and place of the adjourned meeting are fixed
at the meeting adjourned and if such adjourned meeting is
held no more than twenty-four (24) hours from the time of
the original meeting. Notice shall be given of any adjourned
regular or special meeting to directors absent from the
original meeting if the adjourned meeting is held more than
twenty-four (24) hours from the time of the original meeting.
SECTION 10. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify
the place, day and hour of the meeting. The purpose of any
board meeting need not be specified in the notice.
SECTION 11. WAIVER OF NOTICE AND CONSENT TO HOLDING
MEETINGS
The transactions of any meeting of the board, however called
and noticed or wherever held, are as valid as though the
meeting had been duly held after proper call and notice,
provided a quorum, as hereinafter defined, is present and
provided that either before or after the meeting each director
not present signs a waiver of notice, a consent to holding
the meeting, or an approval of the minutes thereof. All
such waivers, consents, or approvals shall be filed with
the corporate records or made a part of the minutes of the
meeting.
SECTION 12. QUORUM FOR MEETINGS
A quorum shall consist of two Directors.
Except as otherwise provided in these Bylaws or in the Articles
of Incorporation of this corporation, or by law, no business
shall be considered by the board at any meeting at which
a quorum, as hereinafter defined, is not present, and the
only motion which the Chair shall entertain at such meeting
is a motion to adjourn. However, a majority of the directors
present at such meeting may adjourn from time to time until
the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall
not be necessary to give any notice of the time and place
of the adjourned meeting or of the business to be transacted
at such meeting, other than by announcement at the meeting
at which the adjournment is taken, except as provided in
Section 10 of this Article.
The directors present at a duly called and held meeting
at which a quorum is initially present may continue to do
business notwithstanding the loss of a quorum at the meeting
due to a withdrawal of directors from the meeting, provided
that any action thereafter taken must be approved by at
least a majority of the required quorum for such meeting
or such greater percentage as may be required by law, or
the Articles of Incorporation or Bylaws of this corporation.
SECTION 13. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum
is present is the act of the Board of Directors, unless
the Articles of Incorporation or Bylaws of this corporation,
or provisions of the California Nonprofit Public Benefit
Corporation Law, particularly those provisions relating
to appointment of committees (Section 5212), approval of
contracts or transactions in which a director has a material
financial interest (Section 5233) and indemnification of
directors (Section 5238e), require a greater percentage
or different voting rules for approval of a matter by the
board.
SECTION 14. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over
by the Chairperson of the Board, or, if no such person has
been so designated or, in his or her absence, the President
of the corporation or, in his or her absence, by the Vice
President of the corporation or, in the absence of each
of these persons, by a Chairperson chosen by a majority
of the directors present at the meeting. The Secretary of
the corporation shall act as secretary of all meetings of
the board, provided that, in his or her absence, the presiding
officer shall appoint another person to act as Secretary
of the Meeting.
Meetings shall be governed by __________, as such rules
may be revised from time to time, insofar as such rules
are not inconsistent with or in conflict with these Bylaws,
with the Articles of Incorporation of this corporation,
or with provisions of law.
SECTION 15. ACTION BY UNANIMOUS WRITTEN CONSENT
WITHOUT MEETING
Any action required or permitted to be taken by the Board
of Directors under any provision of law may be taken without
a meeting, if all members of the board shall individually
or collectively consent in writing to such action. For the
purposes of this Section only, "all members of the
board" shall not include any "interested director"
as defined in Section 5233 of the California Nonprofit Public
Benefit Corporation Law. Such written consent or consents
shall be filed with the minutes of the proceedings of the
board. Such action by written consent shall have the same
force and effect as the unanimous vote of the directors.
Any certificate or other document filed under any provision
of law which relates to action so taken shall state that
the action was taken by unanimous written consent of the
Board of Directors without a meeting and that the Bylaws
of this corporation authorize the directors to so act, and
such statement shall be prima facie evidence of such authority.
SECTION 16. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the
death, resignation or removal of any director, and (2) whenever
the number of authorized directors is increased.
The Board of Directors may declare vacant the office of
a director who has been declared of unsound mind by a final
order of court, or convicted of a felony, or been found
by a final order or judgment of any court to have breached
any duty under Section 5230 and following of the California
Nonprofit Public Benefit Corporation Law.
If this corporation has any members, then, if the corporation
has less than fifty (50) members, directors may be removed
without cause by a majority of all members, or, if the corporation
has fifty (50) or more members, by vote of a majority of
the votes represented at a membership meeting at which a
quorum is present.
If this corporation has no members, directors may be removed
without cause by a majority of the directors then in office.
Any director may resign effective upon giving written notice
to the Chairperson of the Board, the President, the Secretary,
or the Board of Directors, unless the notice specifies a
later time for the effectiveness of such resignation. No
director may resign if the corporation would then be left
without a duly elected director or directors in charge of
its affairs, except upon notice to the Attorney General.
Vacancies on the board may be filled by approval of the
board or, if the number of directors then in office is less
than a quorum, by (1) the unanimous written consent of the
directors then in office, (2) the affirmative vote of a
majority of the directors then in office at a meeting held
pursuant to notice or waivers of notice complying with this
Article of these Bylaws, or (3) a sole remaining director.
If this corporation has members, however, vacancies created
by the removal of a director may be filled only by the approval
of the members. The members, if any, of this corporation
may elect a director at any time to fill any vacancy not
filled by the directors.
A person elected to fill a vacancy as provided by this Section
shall hold office until the next annual election of the
Board of Directors or until his or her death, resignation
or removal from office.
SECTION 17. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts,
liabilities, or other obligations of the corporation.
SECTION 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a director,
officer, employee or other agent of this corporation has
been successful on the merits in defense of any civil, criminal,
administrative or investigative proceeding brought to procure
a judgment against such person by reason of the fact that
he or she is, or was, an agent of the corporation, or has
been successful in defense of any claim, issue or matter,
therein, such person shall be indemnified against expenses
actually and reasonably incurred by the person in connection
with such proceeding.
If such person either settles any such claim or sustains
a judgment against him or her, then indemnification against
expenses, judgments, fines, settlements and other amounts
reasonably incurred in connection with such proceedings
shall be provided by this corporation but only to the extent
allowed by, and in accordance with the requirements of,
Section 5238 of the California Nonprofit Public Benefit
Corporation Law.
SECTION 19. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing
the purchase and maintenance of insurance on behalf of any
agent of the corporation (including a director, officer
or other agent of the corporation) against any liability
other than for violating provisions of law relating to self-dealing
(Section 5233 of the California Nonprofit Public Benefit
Corporation Law) asserted against or incurred by the agent
in such capacity or arising out of the agent's status as
such, whether or not the corporation would have the power
to indemnify the agent against such liability under the
provisions of Section 5238 of the California Nonprofit Public
Benefit Corporation Law.
ARTICLE 4
OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of the corporation shall be a President, a
Secretary, and a Chief Financial Officer who shall be designated
the Treasurer. The corporation may also have, as determined
by the Board of Directors, a Chairperson of the Board, one
or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers, or other officers. Any number of offices may
be held by the same person except that neither the Secretary
nor the Treasurer may serve as the President or Chairperson
of the Board.
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF
OFFICE
Any person may serve as officer of this corporation. Officers
shall be elected by the Board of Directors, at any time,
and each officer shall hold office until he or she resigns
or is removed or is otherwise disqualified to serve, or
until his or her successor shall be elected and qualified,
whichever occurs first.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or
agents as it may deem desirable, and such officers shall
serve such terms, have such authority, and perform such
duties as may be prescribed from time to time by the Board
of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause,
by the Board of Directors, at any time. Any officer may
resign at any time by giving written notice to the Board
of Directors or to the President or Secretary of the corporation.
Any such resignation shall take effect at the date of receipt
of such notice or at any later date specified therein, and,
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
The above provisions of this Section shall be superseded
by any conflicting terms of a contract which has been approved
or ratified by the Board of Directors relating to the employment
of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of any officer shall be filled by the Board
of Directors. In the event of a vacancy in any office other
than that of President, such vacancy may be filled temporarily
by appointment by the President until such time as the Board
shall fill the vacancy. Vacancies occurring in offices of
officers appointed at the discretion of the board may or
may not be filled as the board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board
of Directors, supervise and control the affairs of the corporation
and the activities of the officers. He or she shall perform
all duties incident to his or her office and such other
duties as may be required by law, by the Articles of Incorporation
of this corporation, or by these Bylaws, or which may be
prescribed from time to time by the Board of Directors.
Unless another person is specifically appointed as Chairperson
of the Board of Directors, he or she shall preside at all
meetings of the Board of Directors. If applicable, the President
shall preside at all meetings of the members. Except as
otherwise expressly provided by law, by the Articles of
Incorporation, or by these Bylaws, he or she shall, in the
name of the corporation, execute such deeds, mortgages,
bonds, contracts, checks, or other instruments which may
from time to time be authorized by the Board of Directors.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his
or her inability or refusal to act, the Vice President shall
perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the
restrictions on, the President. The Vice President shall
have other powers and perform such other duties as may be
prescribed by law, by the Articles of Incorporation, or
by these Bylaws, or as may be prescribed by the Board of
Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation
the original, or a copy of these Bylaws as amended or otherwise
altered to date.
Keep at the principal office of the corporation or at such
other place as the board may determine, a book of minutes
of all meetings of the directors, and, if applicable, meetings
of committees of directors and of members, recording therein
the time and place of holding, whether regular or special,
how called, how notice thereof was given, the names of those
present or represented at the meeting, and the proceedings
thereof.
See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation
and see that the seal is affixed to all duly executed documents,
the execution of which on behalf of the corporation under
its seal is authorized by law or these Bylaws.
Keep at the principal office of the corporation a membership
book containing the name and address of each and any members,
and, in the case where any membership has been terminated,
he or she shall record such fact in the membership book
together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation,
or to his or her agent or attorney, on request therefore,
the Bylaws, the membership book, and the minutes of the
proceedings of the directors of the corporation.
In general, perform all duties incident to the office of
Secretary and such other duties as may be required by law,
by the Articles of Incorporation of this corporation, or
by these Bylaws, or which may be assigned to him or her
from time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these Bylaws relating to the
"Execution of Instruments, Deposits and Funds,"
the Treasurer shall:
Have charge and custody of, and be responsible for, all
funds and securities of the corporation, and deposit all
such funds in the name of the corporation in such banks,
trust companies, or other depositories as shall be selected
by the Board of Directors.
Receive, and give receipt for, monies due and payable to
the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation
as may be directed by the Board of Directors, taking proper
vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's
properties and business transactions, including accounts
of its assets, liabilities, receipts, disbursements, gains
and losses.
Exhibit at all reasonable times the books of account and
financial records to any director of the corporation, or
to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested,
an account of any or all of his or her transactions as Treasurer
and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause
to be certified, the financial statements to be included
in any required reports.
In general, perform all duties incident to the office of
Treasurer and such other duties as may be required by law,
by the Articles of Incorporation of the corporation, or
by these Bylaws, or which may be assigned to him or her
from time to time by the Board of Directors.
ARTICLE 5
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of directors,
designate two (2) or more of its members (who may also be
serving as officers of this corporation) to constitute an
Executive Committee and delegate to such Committee any of
the powers and authority of the board in the management
of the business and affairs of the corporation, except with
respect to:
(a) The approval of any action which, under law or the provisions
of these Bylaws, requires the approval of the members or
of a majority of all of the members.
(b) The filling of vacancies on the board or on any committee
which has the authority of the board.
(c) The fixing of compensation of the directors for serving
on the board or on any committee.
(d) The amendment or repeal of Bylaws or the adoption of
new Bylaws.
(e) The amendment or repeal or any resolution of the board
which by its express terms is not so amendable or repeatable.
(f) The appointment of committees of the board or the members
thereof.
(g) The expenditure of corporate funds to support a nominee
for director after there are more people nominated for director
than can be elected.
(h) The approval of any transaction to which this corporation
is a party and in which one or more of the directors has
a material financial interest, except as expressly provided
in Section 5233(d)(3) of the California Nonprofit Public
Benefit Corporation Law.
By a majority vote of its members then in office, the board
may at any time revoke or modify any or all of the authority
so delegated, increase or decrease but not below two (2)
the number of its members, and fill vacancies therein from
the members of the board. The Committee shall keep regular
minutes of its proceedings, cause them to be filed with
the corporate records, and report the same to the board
from time to time as the board may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may
from time to time be designated by resolution of the Board
of Directors. Such other committees may consist of persons
who are not also members of the board. These additional
committees shall act in an advisory capacity only to the
board and shall be clearly titled as "advisory"
committees.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by,
noticed, held and taken in accordance with the provisions
of these Bylaws concerning meetings of the Board of Directors,
with such changes in the context of such Bylaw provisions
as are necessary to substitute the committee and its members
for the Board of Directors and its members, except that
the time for regular meetings of committees may be fixed
by resolution of the Board of Directors or by the committee.
The time for special meetings of committees may also be
fixed by the Board of Directors. The Board of Directors
may also adopt rules and regulations pertaining to the conduct
of meetings of committees to the extent that such rules
and regulations are not inconsistent with the provisions
of these Bylaws.
ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in
these Bylaws, may by resolution authorize any officer or
agent of the corporation to enter into any contract or execute
and deliver any instrument in the name of and on behalf
of the corporation, and such authority may be general or
confined to specific instances. Unless so authorized, no
officer, agent, or employee shall have any power or authority
to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable monetarily for
any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution
of the Board of Directors, or as otherwise required by law,
checks, drafts, promissory notes, orders for the payment
of money, and other evidence of indebtedness of the corporation
shall be signed by the Treasurer and countersigned by the
President of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time
to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Board of Directors
may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation
any contribution, gift, bequest, or devise for the charitable
or public purposes of this corporation.
ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the
State of California:
(a) Minutes of all meetings of directors, committees of
the board and, if this corporation has members, of all meetings
of members, indicating the time and place of holding such
meetings, whether regular or special, how called, the notice
given, and the names of those present and the proceedings
thereof;
(b) Adequate and correct books and records of account, including
accounts of its properties and business transactions and
accounts of its assets, liabilities, receipts, disbursements,
gains and losses;
(c) A record of its members, if any, indicating their names
and addresses and, if applicable, the class of membership
held by each member and the termination date of any membership;
(d) A copy of the corporation's Articles of Incorporation
and Bylaws as amended to date, which shall be open to inspection
by the members, if any, of the corporation at all reasonable
times during office hours
.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter,
a corporate seal. Such seal shall be kept at the principal
office of the corporation. Failure to affix the seal to
corporate instruments, however, shall not affect the validity
of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents
of every kind and to inspect the physical properties of
the corporation.
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, then each and every
member shall have the following inspection rights, for a
purpose reasonably related to such person's interest as
a member:
(a) To inspect and copy the record of all members' names,
addresses and voting rights, at reasonable times, upon five
(5) business days' prior written demand on the corporation,
which demand shall state the purpose for which the inspection
rights are requested.
(b) To obtain from the Secretary of the corporation, upon
written demand and payment of a reasonable charge, an alphabetized
list of the names, addresses and voting rights of those
members entitled to vote for the election of directors as
of the most recent record date for which the list has been
compiled or as of the date specified by the member subsequent
to the date of demand. The demand shall state the purpose
for which the list is requested. The membership list shall
be made available on or before the later of ten (10) business
days after the demand is received or after the date specified
therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records,
or minutes of proceedings of the members or of the board
or committees of the board, upon written demand on the corporation
by the member, for a purpose reasonably related to such
person's interests as a member.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may
be made in person or by agent or attorney and the right
to inspection includes the right to copy and make extracts.
SECTION 6. ANNUAL REPORT
The board shall cause an annual report to be furnished not
later than one hundred and twenty (120) days after the close
of the corporation's fiscal year to all directors of the
corporation and, if this corporation has members, to any
member who requests it in writing, which report shall contain
the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds,
of the corporation as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including
trust funds, during the fiscal year;
(c) The revenue or receipts of the corporation , both unrestricted
and restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the corporation, for
both general and restricted purposes, during the fiscal
year;
(e) Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report thereon
of independent accountants, or, if there is no such report,
the certificate of an authorized officer of the corporation
that such statements were prepared without audit from the
books and records of the corporation.
If this corporation has members, then, if this corporation
receives TWENTY-FIVE THOUSAND DOLLARS ($25,000), or more,
in gross revenues or receipts during the fiscal year, this
corporation shall automatically send the above annual report
to all members, in such manner, at such time, and with such
contents, including an accompanying report from independent
accountants or certification of a corporate officer, as
specified by the above provisions of this Section relating
to the annual report.
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS
TO MEMBERS
This corporation shall mail or deliver to all directors
and any and all members a statement within one hundred and
twenty (120) days after the close of its fiscal year which
briefly describes the amount and circumstances of any indemnification
or transaction of the following kind:
(a) Any transaction in which the corporation, or its parent
or its subsidiary, was a party, and in which either of the
following had a direct or indirect material financial interest:
(1) Any director or officer of the corporation, or its parent
or subsidiary (a mere common directorship shall not be considered
a material financial interest); or
(2) Any holder of more than ten percent (10%) of the voting
power of the corporation, its parent or its subsidiary.
The above statement need only be provided with respect to
a transaction during the previous fiscal year involving
more than FIFTY THOUSAND DOLLARS ($50,000) or which was
one of a number of transactions with the same persons involving,
in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000).
Similarly, the statement need only be provided with respect
to indemnifications or advances aggregating more than TEN
THOUSAND DOLLARS ($10,000) paid during the previous fiscal
year to any director or officer, except that no such statement
need be made if such indemnification was approved by the
members pursuant to Section 5238(e)(2) of the California
Nonprofit Public Benefit Corporation Law.
Any statement required by this Section shall briefly describe
the names of the interested persons involved in such transactions,
stating each person's relationship to the corporation, the
nature of such person's interest in the transaction and,
where practical, the amount of such interest, provided that
in the case of a transaction with a partnership of which
such person is a partner, only the interest of the partnership
need be stated.
If this corporation has any members and provides all members
with an annual report according to the provisions of Section
6 of this Article, then such annual report shall include
the information required by this Section.
ARTICLE 8
FISCAL YEAR
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the 1st
of January and end on the 31st of December in each year.
ARTICLE 9
AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment
of Bylaws of public benefit nonprofit corporations, these
Bylaws, or any of them, may be altered, amended, or repealed
and new Bylaws adopted as follows:
(a) Subject to the power of members, if any, to change or
repeal these Bylaws under Section 5150 of the Corporations
Code, by approval of the Board of Directors unless the Bylaw
amendment would materially and adversely affect the rights
of members, if any, as to voting or transfer, provided,
however, if this corporation has admitted any members, then
a Bylaw specifying or changing the fixed number of directors
of the corporation, the maximum or minimum number of directors,
or changing from a fixed to variable board or vice versa,
may not be adopted, amended, or repealed except as provided
in subparagraph (b) of this Section; or
(b) By approval of the members, if any, of this corporation.
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES BEFORE ADMISSION
OF MEMBERS
Before any members have been admitted to the corporation,
any amendment of the Articles of Incorporation may be adopted
by approval of the Board of Directors.
SECTION 2. AMENDMENT OF ARTICLES AFTER ADMISSION
OF MEMBERS
After members, if any, have been admitted to the corporation,
amendment of the Articles of Incorporation may be adopted
by the approval of the Board of Directors and by the approval
of the members of this corporation.
SECTION 3. CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this
corporation shall not amend its Articles of Incorporation
to alter any statement which appears in the original Articles
of Incorporation of the names and addresses of the first
directors of this corporation, nor the name and address
of its initial agent, except to correct an error in such
statement or to delete such statement after the corporation
has filed a "Statement by a Domestic Non-Profit Corporation"
pursuant to Section 6210 of the California Nonprofit Corporation
Law.
ARTICLE 11
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS
AND ASSETS
No member, director, officer, employee, or other person
connected with this corporation, or any private individual,
shall receive at any time any of the net earnings or pecuniary
profit from the operations of the corporation, provided,
however, that this provision shall not prevent payment to
any such person of reasonable compensation for services
performed for the corporation in effecting any of its public
or charitable purposes, provided that such compensation
is otherwise permitted by these Bylaws and is fixed by resolution
of the Board of Directors; and no such person or persons
shall be entitled to share in the distribution of, and shall
not receive, any of the corporate assets on dissolution
of the corporation. All members, if any, of the corporation
shall be deemed to have expressly consented and agreed that
on such dissolution or winding up of the affairs of the
corporation, whether voluntarily or involuntarily, the assets
of the corporation, after all debts have been satisfied,
shall be distributed as required by the Articles of Incorporation
of this corporation and not otherwise.
ARTICLE 12
MEMBERS
SECTION 1. DETERMINATION OF MEMBERS
If this corporation makes no provision for members, then,
pursuant to Section 5310(b) of the Nonprofit Public Benefit
Corporation Law of the State of California, any action which
would otherwise, under law or the provisions of the Articles
of Incorporation or Bylaws of this corporation, require
approval by a majority of all members or approval by the
members, shall only require the approval of the Board of
Directors.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons named as the
initial directors in the Articles of Incorporation of UMANG,
a California nonprofit corporation, and, pursuant to the
authority granted to the directors by these Bylaws to take
action by unanimous written consent without a meeting, consent
to, and hereby do, adopt the foregoing Bylaws, consisting
of 13 pages, as the Bylaws of this corporation.
Dated: 12th May, 2005
_____________________
Amit Jain, Director
_____________________
Himanshu Agarwal, Director
CERTIFICATE
This is to certify that the foregoing is a true and correct
copy of the Bylaws of the corporation named in the title
thereto and that such Bylaws were duly adopted by the Board
of Directors of said corporation on the date set forth below.
Dated: _____________
______________________
Amit Jain, Secretary |
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